Terms of Service These terms of service ("Terms of Service") apply to the online realty
applications branded under Close Realty and other WANiSOFT branded or customized
versions of the online realty applications (collectively referred to as the
"Service"). The Service features and capabilities may vary depending on the
version or level of the Service provided with these Terms of Service. As used in
the Terms of Service, the terms "you", "your" or "user" all refer to the person
using the Service in any way.
1. Permitted Uses and Restrictions on Use
Subject to these terms and conditions of the Terms of Service, WANiSOFT
Corporation. ("WANiSOFT") or its subcontractors will provide the Service that
allows you to manage your website and other features on the World Wide Web. You
may not use the Service until you have read and accepted all of the Terms of
Service by checking the "I accept" checkbox and clicking the "Finish" button. In
order to use the Service, you must at your own expense obtain access to the
World Wide Web, either directly or through devices that access web-based
content. In addition, you must provide all equipment necessary to make such
connection to the World Wide Web, including a computer and modem or other access
device. The Service supports users whose principle place of business is within
the United States of America, U.S. Territories and Canada.
2.1 Your Registration Obligations
In consideration of your use of the Service, you agree to: (a) provide true,
accurate, current and complete information about yourself as prompted by the
Service's registration form(s) ("Registration Data") and (b) maintain and
promptly update the Registration Data to keep it true, accurate, current and
complete. If you provide any information that we have reasonable grounds to
suspect is untrue, inaccurate, not current or incomplete, WANiSOFT may suspend
or terminate your account and refuse any and all current or future use of the
Service (or any portion thereof).
2.2 Acceptable Use Policy.
You agree to comply with WANiSOFT's then-current Acceptable Use Policy (see
below) as posted from time to time. By submitting data, files, software, text or
other content ("Content") to WANiSOFT in connection with this Service, you
warrant that: (i) you are the owner of such Content, or have been granted all
the rights necessary from the owner of Content to submit such Content to
WANiSOFT, and (ii) the use of Content by WANiSOFT and its members will not
infringe or misappropriate the intellectual property rights of or otherwise
violate the rights of any third party.
3. Access, Passwords and Security
You may designate up to the number of users under your account which corresponds
to the level of Service you are receiving from WANiSOFT, and you may provide and
assign access and passwords to such users. You will be responsible for the
confidentiality and use of your access number(s), password(s), and account
number(s). You will be responsible for all electronic communications, including
account registration and other account holder information, email and financial,
accounting and other data including any Content("Electronic Communications")
entered through or under your access number(s), password(s) or account number(s).
WANiSOFT will act as though any Electronic Communications it receives under your
access number(s), password(s) or account numbers(s) will have been sent by you.
You agree immediately to notify WANiSOFT if you become aware of any loss or
theft or unauthorized use of any of your access number(s), password(s) and/or
account number(s).
4. Member Conduct
By submitting any Content to WANiSOFT, you warrant that: (i) you are the owner
of such Content, or have been granted all the rights necessary from the owner of
such Content to submit such Content to WANiSOFT, and (ii) the use of such
Content by WANiSOFT and its members will not infringe or misappropriate the
intellectual property rights of or otherwise violate the rights of any third
party. You agree to not use the Service to:
A. impersonate any person or entity, including, but not limited to, a WANiSOFT
official, guide or host, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
B. interfere with or disrupt the Service or servers or networks connected to the
Service;
C. violate any applicable law or regulation, including, but not limited to,
regulations promulgated by the U.S. Securities and Exchange Commission and any
rules of any securities exchange;
D. incite or provide instructional information about illegal activities;
5. General Practices Regarding Use, Storage and Service Access
You acknowledge that WANiSOFT may establish from time to time general practices
and limits concerning use of the Service, including without limitation,
establishing the maximum amount of storage space you have on the Service at any
time, as well as limiting the number of times (and the maximum duration for
which) you may access the Service in a given period of time. You agree that
WANiSOFT has no responsibility or liability for the deletion or failure to store
any messages and other communications or other Content maintained or transmitted
by the Service. As a condition of use for this Service, you agree that, in the
event of an error with your Service, a Service technician shall be permitted to
access your Content as necessary to resolve the problem. You acknowledge that
WANiSOFT reserves the right to change these general practices and limits at any
time, in its sole discretion, with or without notice.
6. Consumer Information and Privacy
6.1 Privacy. For details about WANiSOFT's privacy policies, please refer to the
Close Realty Privacy Statement, accessible via the Service home page. You agree
to the terms and conditions of the Close Realty Privacy Statement, as it may be
amended from time to time, which is incorporated herein by reference.
6.2 Healthcare Information. You acknowledge and agree that the Service, related
Services, and Content are not "HIPAA-ready" or "HIPAA-compliant" and will not
assist with or ensure compliance with HIPAA, and that you are solely responsible
for using the Service, related Services and Content in a manner consistent with
all applicable federal and state privacy laws relating to medical or health
information.
7. Modifications to the Service or Agreements
7.1 Modifications to the Service. WANiSOFT reserves the right at any time and
from time to time to modify or discontinue, temporarily or permanently, the
Service (or any part thereof) at reasonable notice to you. You agree that
WANiSOFT shall not be liable to you or to any third party for any modification,
suspension or discontinuance of the Service. WANiSOFT may specify from time to
time the version(s) of related products required in order to use the Service
(e.g. supported browser versions).
7.2 Modifications to the Terms of Service. You agree that WANiSOFT may modify
the Terms of Service if necessary to comply with any other agreements that
WANiSOFT is currently bound by or will be bound by in the future, and/or with
applicable law, as well as to adjust to changing business circumstances. Your
continued use of any of the Service shall constitute your acceptance of the
Terms of Service with the new modifications. If you do not agree to any of such
changes, you may terminate the Terms of Service by immediately cease all access
and use of the Service. You agree that such termination will be your exclusive
remedy if you do not wish to abide by any changes to the Terms of Service.
8. Fees
There are NO REFUNDS for MONTHLY ACCOUNTS. Only months not used for annual
accounts will be refunded. You agree to pay the then-current non-refundable fees
associated with the level of Service you choose. Additional fees may apply for
(i) optional add-on features to the Service; and may apply in the event you elect
to transfer from one level of the Service to another. See http://www.closerealty.com/price.aspx
for the current fees and Service levels. When you subscribe and provide payment
information your valid credit card or bank account will be debited and will
automatically be debited monthly or annually depending upon the payment option
you choose at the then-current rate to maintain the service unless you notify us
to cancel the Service prior to the beginning of the next renewal period.
WANiSOFT reserves the right to modify its fees with or without notice.
9. Termination
You acknowledge and agree that WANiSOFT may suspend or terminate your account
and/or deny you access to, use of, or submission of Content for, all or part of
the Service, without prior notice, if you engage in any conduct that WANiSOFT
believes, in its sole discretion: (a) violates any term or provision of the
Terms of Service, (b) violates the rights of WANiSOFT or third parties, (c) or
is otherwise inappropriate for continued access and use of the Service. In
addition, WANiSOFT reserves the right to terminate inactive membership accounts.
You agree that upon termination, either by you or us, we may delete all Content
and information related to your account and may bar your access to your account
and the Service including, but not limited to, access to any of your Content
entered into or used in connection with the Service. Further, you agree that
WANiSOFT shall not be liable to you or any third-party for any termination of
your access to the Service. You agree to defend, indemnify and hold WANiSOFT
harmless from and against any and all claims, losses, liability costs and
expenses (including but not limited to attorneys' fees) arising from your
violation of the Terms of Service, state or federal laws or regulations, or any
third party's rights, including but not limited to infringement of any
copyright, violation of any proprietary right and invasion of any privacy
rights. This obligation will survive the termination of Service.
10. Links
The Service may provide links to other World Wide Web sites or resources. You
acknowledge and agree that WANiSOFT is not responsible for the availability of
such external sites or resources, and does not endorse and is not responsible or
liable for any Content, advertising, products, or other materials on or
available from such sites or resources. You further acknowledge and agree that
WANiSOFT shall not be responsible or liable, directly or indirectly, for any
damage or loss caused or alleged to be caused by or in connection with use of or
reliance on any such Content, goods or services available on or through any such
site or resource.
11. WANiSOFT Proprietary Rights
You acknowledge and agree that the Service contains proprietary and confidential
information that is protected by applicable intellectual property and other
laws. You further acknowledge and agree that Content contained in sponsor
advertisements or information that may have been presented to you through the
Service or advertisers is protected by copyrights, trademarks, Service marks,
patents or other proprietary rights and laws.
12. No Resale, Etc. of the Service
You agree not to copy, sell, resell, rent or sublicense (including offering the
Service to third parties on an applications service provider or time-sharing
basis), lease, loan, redistribute, or create a derivative work of any portion of
the Service, use of the Service, or access to the Service. You agree not to
access the Service by any means other than through the interface that is
provided by WANiSOFT for use in accessing the Service.
13. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ANY CONTENT OR
ADD-ON FEATURES THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. WANiSOFT AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
b. WANiSOFT AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE SERVICE AND ANY CONTENT
OR ADD-ON FEATURES THROUGH THE SERVICE (i) WILL MEET YOUR REQUIREMENTS OR RESULT
IN REVENUES OR PROFITS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (iii) WILL PROVIDE THE RESULTS THAT OBTAINED FROM THE USE OF THE
SERVICE TO BE ACCURATE OR RELIABLE, AND (iv) WILL PROVIDE THE QUALITY OF ANY
PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE TO MEET YOUR EXPECTATIONS. WANiSOFT AND ITS SUPPLIERS MAKE
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE TERMS OF SERVICE OR THE SERVICE, INCLUDING BUT NOT LIMITED
TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY
EXCLUDABLE. WANiSOFT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT
YOUR USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR
WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE
LAWS OR REGULATIONS; OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE
SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SERVICE, RELATED SERVICES
OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.
c. ANY CONTENT OR MATERIAL TRANSFERRED FROM, DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SERVICE OR ADD-ON FEATURES THROUGH THE SERVICE ARE DONE
AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA AND/OR CONTENT THAT RESULTS FROM
THE TRANSFER OR DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
WANiSOFT OR THROUGH OR FROM THE SERVICE OR ADD-ON FEATURES THROUGH THE SERVICE
SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
14. Representations and Warranties.
You represent that, to the best of your knowledge and belief, your use of the
Service does not directly or indirectly infringe the legal rights of a third
party. You further represent and warrant that all information provided by you in
connection with your registration is accurate and reliable.
15. Limitation of Liability
(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT WANiSOFT AND ITS SUPPLIERS SHALL NOT
BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, CONTENT OR OTHER INTANGIBLE LOSSES (EVEN IF WANiSOFT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE
INABILITY TO USE THE SERVICE, CONTENT AND/OR ANY INFORMATION; (ii) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, CONTENT,
INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR
TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS
TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; (iv) STATEMENTS OR CONDUCT OF
ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
(b) YOU ALSO AGREE THAT WANiSOFT WILL NOT BE LIABLE FOR ANY (a) INTERRUPTION OF
BUSINESS, (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB
SITE(S) YOU ACCESS THROUGH THIS SERVICE; (c) CONTENT NON-DELIVERY, MIS-DELIVERY,
CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (4) EVENTS BEYOND WANiSOFT'S
REASONABLE CONTROL;
(c) IN NO EVENT SHALL WANiSOFT'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL
AMOUNT PAID BY YOU TO WANiSOFT FOR THE SERVICE, BUT IN NO EVENT GREATER THAN ONE
HUNDRED DOLLARS ($100.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES,
OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
16. Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 13 AND 15 MAY NOT APPLY
TO YOU.
17. General Information
The Terms of Service constitutes the entire agreement between you and WANiSOFT
and governs your use of the Service, superseding any prior agreements between
you and WANiSOFT (including, but not limited to, any prior versions of the Terms
of Service) with respect to its subject matter. You also may be subject to
additional terms and conditions that may apply when you use affiliate or other
WANiSOFT services, third-party content or third-party software. Except as
otherwise provided herein, the Terms of Service shall be governed by the laws of
the State of Tennessee without regard to its conflict of law provisions. Except
as otherwise provided in the Terms of Service, you and WANiSOFT agree to submit
to the personal and exclusive jurisdiction of the courts located within the
county of Hamilton, Tennessee. The Terms of Service does not limit any rights
that WANiSOFT may have under trade secret, copyright, patent, trademark or other
laws. The failure of WANiSOFT to exercise or enforce any right or provision of
the Terms of Service shall not constitute a waiver of such right or provision.
If any provision of the Terms of Service is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the court should
endeavor to give effect to the parties' intentions as reflected in the
provision, and the other provisions of the Terms of Service remain in full force
and effect. You agree that any claim or cause of action arising out of or
related to use of the Service or the Terms of Service must be filed within one
(1) year after such claim or cause of action arose or be forever barred. The
section titles in the Terms of Service are for convenience only and have no
legal or contractual effect. The Terms of Service will inure to the benefit of
WANiSOFT and its successors and assigns.
18. Survival
All representations, warranties, Sections, 9, 13, 14, 15, 16, 17 and 18 in the
Terms of Service shall survive the termination of the Terms of Service.
Modified as of April 25, 2005

Acceptable Use Policy
1. Responsibility for Content
You understand that all Content, whether publicly posted or privately
transmitted, is the sole responsibility of the person from which such Content
originated. This means that you, and not WANiSOFT, are entirely responsible for
all Content that you upload or otherwise transmit via the Services. WANiSOFT
does not control the Content uploaded or otherwise transmitted by you or other
customers via the Services and, as such, does not guarantee the accuracy,
integrity or quality of such Content. In this Policy, "Content" means
information, data, text (including but not limited to names of files, databases,
directories and groups of the same), software, music, sound, photographs,
graphics, video, messages or other materials; and "Services" means the services
and/or facilities that WANiSOFT provides to you, for example by subscription or
by means of an WANiSOFT-branded web site.
2. Other Conduct.
You agree to not use the Services to: (a) upload or otherwise transmit any
Content or domain name that is unlawful, threatening, abusive, harassing,
tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy,
hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in
any way; (c) impersonate any person or entity, including, but not limited to,
any WANiSOFT representative, or misrepresent your affiliation with any person or
entity; (d) forge headers or otherwise manipulate identifiers in order to
disguise the origin of any Content transmitted through the Services; (e) upload
or otherwise transmit any Content that you do not have a right to transmit under
any law or under contractual relationships (such as inside information,
proprietary and confidential information learned or disclosed as part of
employment relationships or under nondisclosure agreements); (f) upload or
otherwise transmit any Content or domain name that infringes any patent,
trademark, trade secret, copyright or other proprietary rights of any person;
(g) upload or otherwise transmit any unsolicited or unauthorized advertising,
promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes",
or any other form of solicitation, except in those areas of the Services that
may be designated for such purpose; (h) upload or otherwise transmit any
material that contains software viruses or any other computer code, files or
programs designed to interrupt, destroy or limit the functionality of any
computer software or hardware or telecommunications equipment; (i) interfere
with or disrupt the Services or servers or networks connected to the Services;
(j) violate any applicable law or regulation, including, but not limited to,
regulations promulgated by the U.S. Securities and Exchange Commission and any
rules of any securities exchange, and laws regarding the export of technical
data; (k) incite or provide instructional information about illegal activities;
or (l) conduct raffles, contests, lotteries or sweepstakes, except in those
areas of the Services that may be designated for such purpose.
3. Other.
This Policy is subject to all applicable agreements and terms and conditions
between you and WANiSOFT. This Policy is subject to change without notice.
Revised: 04/25/2005